NOVA WOMEN’S HEALTH, LLC
WEBSITE AND PATIENT PORTAL

1. BACKGROUND

Nova Women’s Health (“Practice,” “we,” “us,” or “our”), developed this website (the “Site”) and provides you with access to the patient portal (the “Portal”) to help you learn about our practice, to help you access our office and staff, and to provide you with general educational information. The Practice provides this Site and the Portal to you on the condition of your acceptance, without modification, of the terms, conditions, and notices contained herein (collectively, the “Terms of Use”). Your use of this Site and/or the Portal constitutes your agreement to the Terms of Use.

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Site and the Portal thereafter. If you do not agree to the updated Terms of Use, or if at any time you no longer wish to otherwise abide by these Terms of Use, you must not access or use the Site or the Portal.

You agree to be bound by any affirmance, assent, or agreement that you transmit to the Practice through the Site or Portal. You agree that when, now or in future, you click on an “I agree,” “I consent,” or other similarly worded “button” or entry field on the Site or in the Portal, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within the Site or the Portal.

2. YOUR ELECTRONIC HEALTH RECORD

The Portal provides online access to some of the protected health information contained in your electronic medical record, such as summary medical history, certain test results, appointments, and a billing account summary. However, your entire electronic medical record is not reproduced in the Portal.

3. WEBSITE AND PORTAL ACCESS

The Practice hereby grants you a single, non-exclusive, non-transferable, and limited personal license to access and use the Site and the Portal in accordance with these Terms of Use, applicable laws, and the rules, policies, and procedures that we provide for the Site and the Portal. This license is conditioned on your continued compliance with this Terms of Use. You must use appropriate technical safeguards to secure your devices used to access the Portal, such as up-to-date software and virus protection. You represent and warrant that all information provided to the Practice in connection with the Portal, including during account registration, is true, accurate, and complete to the best of your knowledge. You are responsible for your devices used to access the Portal and all charges related thereto.

We reserve the right to withdraw or amend the Site or Portal, or any part or parts thereof, in our sole discretion without notice. You agree that the Practice will not be liable if for any reason all or any part of the Site or the Portal is unavailable at any time or for any period.

You may not rent, lease, lend, sell, transfer, redistribute, or sublicense the Site or the Portal. You may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Site or the Portal, or any updates to or parts thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Site or the Portal).

You understand that information you send or receive via the Portal will become part of your permanent medical record.

4. SECURITY AND PASSWORDS

The Practice provides access to the Portal pursuant to a license agreement with the Portal’s creator, eClinicalWorks. Access to the Portal is enabled by username and password, security questions and answers, and additional security measures we may implement from time to time (“Access Credentials”). You will provide the Access Credentials when registering for access and must maintain that information in strict confidence. You acknowledge that your Access Credentials are personal to you and you agree not to provide any other person with access to the Portal using your username, password, or other security information. You agree to notify us immediately if there is any unauthorized access to or use of your username, password, or account, or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a computer or mobile device that is not your own, so that others are not able to view or record your password or other personal information. You are fully and solely responsible for any and all use of the Portal under your Access Credentials.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

5. TERM AND TERMINATION

You acknowledge and agree that the Practice may terminate these Terms of Use, delete some or all of the Site, and/or terminate or suspend your access to the Portal at any time and for any reason. We have the right to deny access to the Portal to any person, agency, or organization, or to prohibit any person, agency, or organization from using the Portal, at any time and for any reason.

6. OUR INTELLECTUAL PROPERTY RIGHTS

The Site and Portal contain electronic content, functionality, features, and applications (collectively, “Intellectual Property”) owned or licensed by us, including name, logo, text, images, audio/visual works, icons, scripts, and other materials provided on or through the Site or the Portal, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Except as provided herein, none of the Intellectual Property may be copied, distributed, displayed, downloaded, licensed, modified, published, re-posted, reproduced, reused, sold, used to create a derivative work, or transmitted in any form or by any means without prior written permission from us or the third-party owner. Unauthorized use of any Intellectual Property may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or other regulations and statutes.

These Terms of Use permit you to use the Site and the Portal for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site or in the Portal, including without limitation any text, illustrations, photographs, graphics, video, or audio sequences (“Content”), except as follows:

• You may download and use secure copies of your protected health information.
• Your computer or mobile device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.

You must not:

• Modify copies of any materials from the Site or the Portal.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Site or the Portal.

Except as expressly provided herein, we and our licensors reserve all rights with respect to the Site, the Portal, and the Intellectual Property, and may pursue all legally available options under both civil and criminal laws (and may cooperate with law enforcement agencies) in the event of any violations, including but not limited to the right to terminate accounts of any user who has infringed any intellectual property or proprietary rights. We may also disable any social media features and any links at any time without notice in our sole discretion.

Trademarks and service marks that may be referred to in the Site and/or the Portal are owned by us or their respective owners. Nothing in the Site or the Portal should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark without our written permission. You must not use the Practice’s names and logos in any way, including in advertising or publicity pertaining to distribution of materials in the Site or the Portal, without our prior written permission. No right, title, or interest in or to the Site or the Portal or any content on the Site or in the Portal is transferred to you, and all rights not expressly granted are reserved by the Practice.

You hereby agree that the Practice may use any and all feedback, corrections, ideas, concepts, know-how, or techniques that you provide to us with respect to the Site or Portal (collectively, “feedback”) for any purpose, and you waive all rights therein.

DO NOT SEND US FEEDBACK THAT YOU WISH TO BE KEPT CONFIDENTIAL OR FOR WHICH YOU WISH TO BE COMPENSATED, UNLESS WE EXPRESSLY AGREE IN WRITING OTHERWISE.

7. THIRD PARTY CONTENT

The Site and the Portal may include content provided by third parties, including materials provided by bloggers, third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content created by the Practice, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Practice. You agree that we are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.

8. PROHIBITED ACTIONS You may use the Site and the Portal only for lawful purposes and in accordance with these Terms of Use. You agree that:

• You will not use the Site or the Portal in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries, and any law governing the privacy or security of health information, such as HIPAA), or that would cause the Practice to violate any such law or regulation.
• You will not use the Site or the Portal to exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• You will not use any electronic communication feature of the Site or the Portal for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful.
• You will not upload any information, software, or other material through the Portal except that which is directly related to your interactions and communications with your healthcare provider. You will not use the Site or the Portal to upload, post, email, or otherwise transmit any advertising or promotional materials, including without limitation “junk mail,” “surveys,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or unauthorized communication.
• You will only use the Portal to collect or store information about yourself.
• You will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs that might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.
• You must not use the Site or the Portal when you are driving a motor vehicle, even if doing so is legally permitted in your location.
• You must not impersonate or attempt to impersonate the Practice, a Practice employee, another user, or any other person or entity (including without limitation by using email addresses or screen names associated with any of the foregoing).
• You must not engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site or the Portal, or that, as determined by us, may harm the Practice or users of the Site or the Portal or expose them to liability.

Additionally, you agree:

• Not to use the Site or the Portal in any manner that could disable, overburden, damage, or impair the Site or the Portal or interfere with any other party’s use of the Site or the Portal.
• Not to use any robot, spider, or other automatic device, process, or means to access the Site or the Portal for any purpose, including monitoring or copying any of the material on the Site or the Portal.
• Not to use any manual process to monitor or copy any of the material on the Site or the Portal or for any other unauthorized purpose without our prior written consent.
• Not to use any device, software, or routine that interferes with the proper working of the Site or the Portal.
• Not to attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site or the Portal, the server on which the Site or the Portal is stored, or any server, computer, or database connected to the Site or the Portal.
• Not to attack the Practice, the Site, or the Portal via a denial-of-service attack or a distributed denial-of-service attack.
• Not to otherwise attempt to interfere with the proper working of the Site or the Portal.

9. DISCLAIMERS

YOU ACKNOWLEDGE AND AGREE THAT THE PRACTICE IS NOT RESPONSIBLE AND SHALL NOT BE LIABLE FOR ANY INJURY, INCONVENIENCE, OR OTHER DAMAGES CAUSED BY YOUR FAILURE TO MAINTAIN ACCURATE AND CURRENT CONTACT INFORMATION.

YOUR USE OF THE SITE, THE PORTAL, THE CONTENT THEREOF, AND ANY INFORMATION OR SERVICES OBTAINED THROUGH THE SITE OR THE PORTAL IS AT YOUR OWN RISK. THE SITE, THE PORTAL, THE CONTENT THEREOF, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR THE PORTAL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE PRACTICE NOR ANY PERSON ASSOCIATED WITH THE PRACTICE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE OR THE PORTAL OR ANY INFORMATION OR SERVICES TRANSMITTED OR OBTAINED BY MEANS OF THE SITE OR THE PORTAL. WITHOUT LIMITING THE FOREGOING, NEITHER THE PRACTICE NOR ANYONE ASSOCIATED WITH THE PRACTICE REPRESENTS OR WARRANTS THAT THE SITE, THE PORTAL, THE CONTENT THEREOF, OR ANY INFORMATION OR SERVICES OBTAINED THROUGH THE SITE OR THE PORTAL WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE PORTAL OR ANY INFORMATION OR SERVICES OBTAINED THROUGH THE SITE OR THE PORTAL WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE PRACTICE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.THE PRACTICE DOES NOT CONTROL THE DEVICES, COMPUTERS, OR THE INTERNET OVER WHICH YOU MAY CHOOSE TO ENTER CONFIDENTIAL OR PERSONAL INFORMATION AND CANNOT, THEREFORE, PREVENT INTERCEPTIONS OR COMPROMISES TO YOUR INFORMATION WHILE IN TRANSIT TO THE PRACTICE. THE PRACTICE MAKES NO GUARANTEE AS TO THE SECURITY, INTEGRITY, OR CONFIDENTIALITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE SITE OR PORTAL.

FURTHERMORE, CERTAIN TYPES OF PATIENT INFORMATION ARE NOT AND WILL NOT BE AVAILABLE VIA THE PORTAL. THE PRACTICE PROVIDES THE PORTAL AS A HEALTH INFORMATION RESOURCE TO BE ACCESSED AT YOUR CONVENIENCE. YOU SHOULD NOT RELY UPON THE PORTAL IF YOU HAVE IMMEDIATE HEALTH CONCERNS OR QUESTIONS. FOR ALL URGENT MEDICAL MATTERS, CONTACT YOUR CLINICIAN’S OFFICE.

10. LIMITATIONS OF LIABILITY

IN THE EVENT OF ANY PROBLEM WITH SITE, THE PORTAL, OR ANY OF THEIR CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THEM. UNDER NO CIRCUMSTANCES SHALL THE PRACTICE OR ANY PRACTICE AFFILIATE BE LIABLE IN ANY WAY FOR YOUR USE OF THE SITE, THE PORTAL, OR ANY OF THEIR CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT.

UNDER NO CIRCUMSTANCES SHALL THE PRACTICE OR ANY PRACTICE AFFILIATE, BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SITE OR THE PORTAL, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WE HAVE THE RIGHT TO FULLY COOPERATE WITH ANY LAW ENFORCEMENT AUTHORITIES OR COURT ORDER REQUESTING OR DIRECTING US TO DISCLOSE THE IDENTITY OR OTHER INFORMATION OF ANYONE POSTING ANY MATERIALS ON OR THROUGH THE PORTAL. YOU WAIVE AND HOLD HARMLESS THE PRACTICE FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE PRACTICE DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE PRACTICE OR LAW ENFORCEMENT AUTHORITIES.

11. INDEMNIFICATION

You agree that you will be responsible for any damages resulting from your violation of these Terms of Use. You agree to defend, indemnify and hold harmless the Practice, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, penalties, audits, consent decrees, or fees (including attorneys’ fees) arising out of or relating to (i) your negligence or willful misconduct, (ii) your breach or violation of any of the Terms of Use or any other agreement, (iii) your failure to maintain the secrecy and security of your login information (such as your username and password), (iv) your use of the Site or the Portal, including, but not limited to, any use of the Site or the Portal’s content, services, and products other than as expressly authorized in these Terms of Use, (v) your use of any information obtained from the Site or the Portal, or (vi) information that you provided to us through the Portal.

12. GOVERNING LAW; ARBITRATION AND CLASS ACTION WAIVER

Any dispute arising from these Terms of Use, or in connection with the Site or the Portal, shall be governed by the laws of the Commonwealth of Massachusetts without regard to its rules on conflicts or choice of law. Except with respect to mandatory arbitration as provided below, you hereby consent to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts for the resolution of any dispute relating to these Terms of Use, the Site, or the Portal, and you waive any right of removal or transfer whether due to forum non conveniens or other reason. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are expressly excluded from these Terms. Excluding claims by us for injunctive or other equitable relief, any and all disputes, claims (whether in tort, contract, statutory or otherwise), or disagreements related to the Terms of Use, the Site, or the Portal, including without limitation, the existence, breach, interpretation, application or termination of these Terms of Use, shall be determined by confidential and binding arbitration before a single arbitrator carried out in accordance with the commercial dispute rules of the American Arbitration Association. Such arbitration shall be heard in Boston, Massachusetts, and either party may enter the final ruling of the arbitrator for judgment in a court of competent jurisdiction. The fees of the Association and the arbitrator shall be divided equally between the parties, and each party otherwise shall pay its own legal fees and related expenses. The arbitrator shall have the authority to order any remedies, legal or equitable, which a party could obtain from a court of competent jurisdiction based on the claims asserted (except attorneys’ fees and costs), and nothing more; provided, however, there shall be no authority for a dispute to be arbitrated on a class action basis, nor shall consolidation or joinder with the claims of another person be permitted. The arbitrator shall prepare a written decision setting forth his or her findings of fact and law. Subject to the FAA and other applicable law, the arbitrator’s award shall be final and binding, without right of appeal. Any party may seek to have judgment entered upon the award by a court of competent jurisdiction. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right, or to enforce or challenge an award in legal proceedings before a court or other judicial authority.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT EACH PARTY TO A DISPUTE HEREUNDER MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and we agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE SITE, OR THE PORTAL MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

13. NOTICE OF PRIVACY PRACTICES AND WEBSITE PRIVACY POLICY

Access to and use of the Portal are also governed by the terms of the Practice’s Notice of Privacy Practices (“NPP”), copies of which are accessible via the Site, and which are incorporated by reference in these Terms of Use.

14. THE PATIENT PORTAL IS CONTROLLED FROM THE UNITED STATES

We provide the Site and the Portal for use only by persons located in the United States. We make no claims that the Site or the Portal or any of its content is accessible or appropriate outside of the United States. Access to the Site or the Portal may not be legal by certain persons or in certain countries. If you access the Site or the Portal from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

15. MISCELLANEOUS

These Terms of Use, along with the NPP, constitute the sole and entire agreement between you and the Practice relating to your use and our provision of the Site and Portal, and the subject matter hereof, and no representations, statements, or inducements, oral or written, not contained in these Terms of Use or the NPP shall bind either you or the Practice. Any terms herein which are determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of these Terms of Use, or affecting the validity or enforceability of these Terms of Use as a whole. Failure to insist on performance of any of the terms herein will not operate as a waiver of any subsequent default. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part. These Terms of Use shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns.

A printed version of these Terms of Use and of any related notice given in electronic form shall be admissible in adjudicative or administrative proceedings based upon or relating to these Terms of Use to the same extent, and subject to the same conditions, as other business documents and records originally generated and maintained in printed form.

16. CONTACT INFORMATION

If you have any questions, concerns or comments about these Terms of Use, the Site, or the Portal, please contact us at: Nova Women’s Health, LLC, 21 Main Street, Suite 2B, North Reading, MA 01864, (978)-664-5979.

Revised 5/9/2024